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FILED BY DOUBLECLICK INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933
AND DEEMED FILED PURSUANT TO RULE 14a-12
OF THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: DOUBLECLICK INC.
COMMISSION FILE NO. 000-23709
FOR IMMEDIATE RELEASE CONTACT: Jennifer Blum
DoubleClick (Press)
212.381.5705
[email protected]
Ilona Nemeth
DoubleClick (Investors)
212.683.0001
[email protected]
DOUBLECLICK INC. TO ACQUIRE NETCREATIONS IN $191 MILLION STOCK TRANSACTION
-- Acquisition Creates Largest List Management Company with
22 Million Email Addresses --
NEW YORK, October 3, 2000 - DoubleClick Inc. (NASDAQ: DCLK), the leading global
Internet advertising solutions company, today announced it has entered into a
definitive agreement to acquire NetCreations, Inc. (Nasdaq: NTCR), a profitable
company and leader in 100% opt-in email marketing, specializing in email address
list management, brokerage and delivery, in a transaction currently valued at
$191 million. The stock-for-stock transaction will create the worldwide leader
in email list management, allowing marketers access to 22 million email
addresses. The combined company, DoubleClick Inc., will now provide both opt-in
and double opt-in email products to its client base.
NetCreations' PostMasterDirect.com, which contains 15 million double opt-in
addresses and is growing at a rate of 50,000 new names each day, specializes in
email address list management, brokerage and delivery. This transaction will
allow NetCreations to tap into DoubleClick's sales force, while gaining the
benefits of DoubleClick's scale, infrastructure and international presence.
DoubleClick currently offers a suite of email solutions including List Services,
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consisting of over 7 million high quality opt-in based email names across a wide
selection of content categories.
Under the terms of the agreement, DoubleClick will issue 0.41 shares of
DoubleClick common stock for each share of NetCreations common stock. Based on
the October 2, 2000 closing prices, this exchange ratio represents a per share
price of $12.15, a 17% premium over NetCreations' 10-day average stock price. In
addition, this 0.41 exchange ratio represents a 42% premium over the 10-day
average exchange ratio. The closing of the transaction, which will be accounted
for as a purchase, is subject to certain conditions, including regulatory
approval and approval by NetCreations stockholders. The transaction is expected
to be completed in the fourth quarter of 2000.
"NetCreations is not only a profitable company, but the clear market leader in
email address list management and brokerage," said Kevin Ryan, CEO, DoubleClick.
"NetCreations' strong customer base of over 350 sites and 15 million double
opt-in email addresses, combined with DoubleClick's List Services product and
infrastructure resources, ensures that we will have the ability to provide the
broadest range of email marketing products in the business."
Through its PostMasterDirect.com service, NetCreations has sent email messages
on behalf of over 2,000 direct marketing clients, ranging from large companies
such as Dell Computer, Compaq, J. Crew and Ziff-Davis, to small retailers
selling items over the Internet. NetCreations allows clients to conduct email
campaigns to targeted consumers in its database of over 15 million opt-in email
addresses. These addresses belong to Internet users who have given permission to
receive email messages in one of 3,000 topics of interest. NetCreations manages
opt-in email lists exclusively for more than 350 third-party Web sites including
CNET, About.com, Network Solutions, CBS SportsLine, FortuneCity.com and
internet.com.
"We are very excited to be part of a company that is unquestionably the leader
in providing marketing solutions to Web publishers and advertisers," said
Rosalind Resnick, Chairman and Chief Executive Officer, NetCreations. "Together
we will be able to provide a suite of solutions that meet the needs of email
marketers while respecting consumer privacy."
Upon closing, Ms. Resnick will serve as VP of Corporate Development, Email. In
addition, she will work with DoubleClick's Privacy Advisory Board.
Robertson Stephens acted as financial advisor to NetCreations in this
transaction.
ABOUT DOUBLECLICK INC.
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DoubleClick Inc. (www.doubleclick.net) is a leading provider of comprehensive
global Internet advertising solutions for marketers and Web publishers.
Combining technology, media and data expertise, DoubleClick centralizes
planning, execution, control, tracking and reporting for online media campaigns.
DoubleClick Inc. has Global headquarters in New York City and maintains over 40
offices around the world.
ABOUT NETCREATIONS
NetCreations, Inc. (Nasdaq: NTCR), the leader in 100% Opt-In'r' email marketing
services, specializes in email address list management, brokerage and delivery.
Through its PostMasterDirect.com service, NetCreations has conducted marketing
campaigns on behalf of over 2,000 direct marketing clients to targeted consumers
in its database of over 15 million 100% Opt-In'r' email addresses. These
addresses belong to Internet users who have requested promotional information
related to specific topics of interest (opt in) and confirmed their request
(double opt in). NetCreations manages opt-in email lists for more than 350
third-party Web sites including internet.com, About.com, Lucky Surf.com, CNET
and FortuneCity.com. NetCreations protects the privacy of consumers on the
Internet by not disclosing email addresses or any other personally identifiable
information to direct marketers.
# # #
DoubleClick will be hosting a conference call at 10am EST this morning to
further discuss this transaction. The call will simultaneously be hosted on
DoubleClick's Web site at www.doubleclick.net under the Investor Relations
section.
Cautionary Note Regarding Forward-Looking Statements under the Private
Securities Litigation Reform Act of 1995: This news release contains statements
of a forward-looking nature relating to the future events or the future
financial results of DoubleClick. Investors are cautioned that such statements
are only predictions and that actual events or results may differ materially.
Such forward-looking statements include, but are not limited to, statements
regarding the likelihood and timing of the closing, the expected benefits of the
merger, the ability of the combined company to successfully develop and supply
products after the merger, and the future growth of the markets served by the
companies. In evaluating such statements, investors should specifically consider
the various factors which could cause actual events or results to differ
materially from those indicated from such forward-looking statements, including
the matters set forth in DoubleClick's reports and documents filed from time to
time with the Securities and Exchange Commission.
Additional Information and Where to Find It: It is expected that DoubleClick
will file a Registration Statement on Form S-4 with the Securities and Exchange
Commission and NetCreations will file a proxy statement with the SEC in
connection with the Merger, and that DoubleClick and NetCreations will mail a
Proxy Statement/Prospectus to stockholders of NetCreations containing
information about the Merger. Investors and security holders are urged to read
the Registration Statement and the Proxy Statement/Prospectus carefully when
they are available. The Registration Statement and the Proxy
Statement/Prospectus will contain important information about DoubleClick,
NetCreations, the Merger, the persons soliciting proxies relating to the Merger,
their interests in the Merger, and related matters. Investors and security
holders will be able to obtain free copies of these documents, once available,
as well as each company's other SEC filings, through the website maintained by
the SEC at http://www.sec.gov. Free copies of the Proxy Statement/Prospectus,
once available, and DoubleClick's other SEC filings may be obtained from
DoubleClick
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by directing a request through the Investors Relations portion of DoubleClick's
website at http://www.doubleclick.net or by mail to DoubleClick Inc., 450 West
33rd Street, New York, NY 10001, Attention: Investor Relations, Telephone: (212)
683-0001. Free copies of the Proxy Statement/Prospectus, once available, and
NetCreations other SEC filings may be obtained from NetCreations, Inc. by
directing a request through the Investors Relations portion of NetCreations,
Inc.'s website at http://www.netcreations.com or by mail to NetCreations, Inc.
379 West Broadway, Suite 202, New York, NY 10012 Attention: Investor Relations,
Telephone: (212) 625-1370.
In addition to the Registration Statement and the Proxy
Statement/Prospectus, DoubleClick and NetCreations file annual, quarterly and
special reports, proxy statements and other information with the SEC. You may
read and copy any reports, statements or other information filed by DoubleClick
or NetCreations at the SEC public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at any of the SEC's other public reference rooms in
New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. DoubleClick's and
NetCreations, Inc.'s filings with the SEC are also available to the public from
commercial document-retrieval services and at the website maintained by the SEC
at http://www.sec.gov.
Participants in Solicitation: NetCreations, Inc. and DoubleClick and their
respective directors, executive officers and certain other members of management
and employees may be soliciting proxies from NetCreations, Inc.'s stockholders
in favor of the adoption of the merger agreement. A description of any interests
that NetCreations, Inc.'s and DoubleClick's directors and executive officers
have in the merger will be available in the Proxy Statement/Prospectus.
STATEMENT OF DIFFERENCES
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The registered trademark symbol shall be expressed as....................... 'r'
